Legal Advice | Business
and Public Law
CONTRACTS - PROJECTS
Our missions include drafting, review and negotiation of business agreements (share purchase agreement / SPA, investment agreements, financing agreement, term sheet, etc.), commercial agreements (lease agreement, terms and conditions, supplier agreement, etc.), public contracts (public procurement agreement, concession, public-private partnership, public lease agreement / emphyteutic lease agreement, etc.).
We also provide our clients with legal assistance in the legal and financial structuring of their projects: incorporation of companies or group companies, analysis, contractual framework, etc.).
LEGAL ANALYSIS
We have extensive experience in advising our clients on business law, commercial law, public law and regulatory issues. We can provide our client with legal memoranda regarding, e.g., the legal certainty of an operation or a risk analysis in respect with a specific litigation (e.g. between shareholders, with suppliers or customers, non-performance of a contract, relationship with a public authority or entity).
We also legally assist our clients in carrying out their projects, during discussions with public decision-makers, financing providers or other stakeholders (e.g.: non-disclosure agreements, slides, supporting files, etc.).
SPECIFIC PRACTICE AREAS
We have developed specific for our clients in compliance, internal investigations, regulatory and foreign investment control.
- Compliance
We assist companies and managers in assessing, implementing or strengthening compliance programs in accordance with French law (“Sapin II” and duty of care) and international regulations on the prevention of corruption (FCPA, UKBA, etc.)
Since the entry into force of the “Sapin II” Law, companies with at least 500 employees and sales in excess of €100 million must implement measures aiming at preventing acts of corruption and influence peddling in their activities.
In addition, public authorities and companies are often requesting the enactment of measures preventing corruption during tendering procedures, in addition to measures already imposed by applicable law.
We are committed to assist managers as regards the implementation of such measures and, more generally, on any matter relating to probity (risk map, gifts and invitations procedure, internal whistleblowing procedure, training for managers and employees, etc.).
We always refer to the recommendations of the French Anti-Corruption Agency and the best practice guides developed in each sector.
- INTERNAL INVESTIGATIONS
The “Sapin II” Law requires companies of at least 50 employees to implement internal procedures procedure for collecting and handling whistleblowing reports, to provide legal protection for all whistleblowers.
In case of criminal offences may be involved as a result of an employee report, a sound legal analysis should be made by the company concerned, in compliance with applicable laws and rights of defense of the employes concerned by the report and the protection of the whistleblower.
We assist our clients through internal investigations and providing them with the most rigorous methodological approach. Our mission aims at verifying the allegations leading to the investigation, protecting the rights of the persons concerned. Our scope include the prevention of corruption and influence peddling, misappropriation of corporate assets, fraud or harassment. Once our investigations are complete, we submit a confidential report to the company and, if needed, may remediations.
We assist companies with any investigations they may wish to conduct prior to or along with a formal and external investigation decided by a regulatory body or judicial authority.
- FOREIGN INVESTMENT CONTROL (FDI)
Under French law, foreign investments in France in sensitive sectors require prior authorization from the French Ministry of Economy (French Treasury). These authorizations are generally subject to conditions imposed by the Treasury on the foreign investor. The sectors concerned include defence activities, the security of information systems, cryptology, the interception of correspondence, gambling, the processing, transmission or storage of data (data centres or data processing) relating to sensitive activities, energy, water, transport, telecommunications, public security activities, public health, food safety, press, etc.
We provide our clients (investment funds, industrial companies, managers, etc.) with legal analysis regarding the sensitivity of targets or activities as well as in the application to the investment authorization and negotiation of the conditions attached to such authorization.
Through our network of partners, we are in a position to coordinate multi-jurisdictional analyses within the European Union and abroad, where appropriate with local legal advisors.
- REGULATORY
We have sound expertise in regulatory matters. We assist our clients or other law firms with legal due diligence in the context of M&A or PE deals, in relation to, e.g., public contracts, sectorial regulations (energy, gas, transportations, telecommunications, education, pharmaceutical, health, etc.)
